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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
August 26, 2020
Date of Report (Date of earliest event reported)
 
REPUBLIC FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
0-17007
 
23-2486815
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Ident. No.)
 
50 South 16th Street, Philadelphia, Pennsylvania
 
19102
(Address of principal executive offices)
 
(Zip Code)
 
(215) 735-4422
Registrant’s telephone number, including area code
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock FRBK Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
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Item 8.01      Other Events.
 
On August 26, 2020, Republic First Bancorp, Inc. (the “Corporation”) completed its previously announced offering of an aggregate of 2,000,000 shares (the “Shares”) of 7.0% Perpetual Non-Cumulative, Convertible Preferred Stock, Series A, par value $0.01 per share, at an offering price of $25.00 per share. The Shares were offered and sold by the Corporation pursuant to a shelf registration statement on Form S-3 (File No. 333-228279), which was declared effective by the Commission on December 3, 2018, including a prospectus contained therein, dated December 3, 2018, as supplemented by a prospectus supplement, dated August 18, 2020, relating to the offering. The offering resulted in approximately $48.3 million of net proceeds to the Corporation, after deducting placement agents’ fees and estimated offering expenses.
 
Forward-Looking Statements
 
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any statements about the Corporation’s expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Forward-looking statements are subject to known and unknown risks and uncertainties, which change over time and are based on management’s expectations and assumptions at the time the statements are made, and are not guarantees of future results. The Corporation’s actual results may differ materially from those expressed or anticipated in the forward-looking statements for many reasons, including the factors described in the section entitled “Risk Factors” in this prospectus, and in any risk factors described in a supplement to this or in other filings.
 
You should not unduly rely on these forward-looking statements, which speak only as of the date on which they are made. The Corporation undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks the Corporation describes in the reports the Corporation files from time to time with the SEC after the date hereof. The Corporation undertakes no obligation to revise or update the forward-looking statements contained herein at any time.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
REPUBLIC FIRST BANCORP, INC.
 
 
 
Dated: August 27, 2020
 
 
 
 
 
 
By:
/s/ Frank A. Cavallaro
 
 
Name:
 
Frank A. Cavallaro
 
Title:
 
Executive Vice President and
Chief Financial Officer
 
 
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